Telefônica Brasil filings document a Brazilian foreign private issuer with NYSE American depositary shares and B3-listed common shares. Its Form 20-F annual reports and Form 6-K current reports disclose IFRS financial results, mobile postpaid and fiber operations, 5G and FTTH capital investment, corporate data, ICT and digital services, risk factors and audited financial statements.
The filing record also covers board, shareholder and Fiscal Council minutes; interest on capital and other shareholder remuneration; performance-unit incentive plans; board composition; and other governance matters under Brazilian corporate and securities regulation. These disclosures connect VIV’s ADR program to the company’s local reporting, capital structure and recurring shareholder approvals.
Telefônica Brasil S.A. furnished an updated version of its bylaws, detailing its corporate purpose, capital structure, and governance rules. The company’s subscribed capital is R$56,071,415,865.09, divided into 3,226,546,622 common, book‑entry, voting shares without par value.
The bylaws confirm authorized capital of up to 1,850,000,000 common shares and grant the Board of Directors authority to approve capital increases within this limit. They define broad telecommunications and digital‑services activities, Board and Executive Office composition and powers, representation rules, and the permanent Fiscal Board.
The document also formalizes profit allocation policies, including a 5% legal reserve, a minimum mandatory dividend of 25% of adjusted net income, and creation of a Reserve for Shareholder Compensation and Investments, which can receive up to 50% of annual net income within specified capital‑based limits.
Telefônica Brasil S.A. approved a transaction to acquire the remaining 24.99% stake in FiBrasil Infraestrutura e Fibra Ótica S.A. held by Telefónica Infra, S.L. Unipersonal for R$ 458,719,774.51, payable in a single installment on execution of the Share Purchase Agreement.
After completion, Telefônica Brasil will own shares representing 100% of FiBrasil’s share capital. The company stated that the transaction is exempt from review by CADE and does not require prior approval from ANATEL, and the Board authorized officers to sign all necessary agreements and documents.
Telefônica Brasil S.A. has agreed to acquire the remaining 24.99% stake in its fiber subsidiary FiBrasil from Telefónica Infra S.L. for R$458,719,774.51, paid in a single installment at signing. After this transaction, the company now owns 100% of FiBrasil’s share capital and will fully consolidate the subsidiary.
The price was supported by a valuation performed by an independent specialized firm, and the share purchase agreement includes customary terms for deals of this type. Management states that the acquisition aligns with the strategy to capture greater operational synergies in its fiber network activities by integrating FiBrasil fully into the group.
Telefônica Brasil S.A. approved the declaration of Interest on Capital, a type of shareholder distribution in Brazil, totaling R$600,000,000.00 gross based on the balance sheet of April 30, 2026. After withholding income tax at a standard rate of 17.5%, the net amount comes to R$495,000,000.00.
The indicated gross amount per share is R$0.18775779427, with a net amount per share of R$0.15490018027, initially calculated on the shareholding position of April 30, 2026. Shareholders of record at the end of May 27, 2026 will be entitled to receive this Interest on Capital, and the shares will trade ex-IoC after that date.
The payment will be made by May 30, 2027, and the distribution will be considered part of the mandatory dividends for the fiscal year ending December 31, 2026, subject to approval at the Ordinary General Shareholders’ Meeting in 2027. Shareholders with special or exempt tax status must submit supporting documentation by June 3, 2026.
Telefônica Brasil S.A. approved a proposal to declare Interest on Capital (IoC) of R$600,000,000.00 based on the balance sheet of April 30, 2026. This corresponds to R$495,000,000.00 net of withholding income tax and will count toward the mandatory minimum dividend for the fiscal year ending December 31, 2026.
The IoC equals R$0.18775779427 per share gross and R$0.15490018027 per share net, initially calculated from the shareholding position on April 30, 2026. Shareholders recorded at the end of May 27, 2026 will be entitled to the IoC, and payment will be made by April 30, 2027, with the exact date to be set by management.
Telefônica Brasil S.A. approved the declaration of interest on capital based on the April 30, 2026 balance sheet, totaling a gross amount of R$600,000,000.00, or R$495,000,000.00 net of withholding income tax. The gross IoC per share is R$0.18775779427, of which R$0.15490018027 is net. Shareholders on record at the end of May 27, 2026 will be entitled to this amount, and the shares will trade ex-IoC after that date. The net IoC will be credited toward the mandatory minimum dividend for the fiscal year ending December 31, 2026, with payment to be made by April 30, 2027 on a date to be set by management.
Telefônica Brasil reports that its previously approved capital reduction has become fully effective after the legal waiting period under Brazilian law expired on May 14, 2026. The company will reimburse shareholders R$1.25171862845 per common share, based on a shareholding position as of December 31, 2025, subject to adjustment for its Share Buyback Program and the shareholder base to be verified on May 22, 2026, after which the shares will trade ex-reimbursement rights.
Restitution will be paid in a single installment on July 14, 2026 to each shareholder in proportion to their holdings, using B3 and Banco Bradesco’s standard settlement procedures. The company also details Brazilian tax obligations and explains that non-resident investors will have income tax withheld on any capital gains, with rates between 15% and 25% depending on their tax jurisdiction and status.
Telefônica Brasil outlines its 2nd Incentive Plan via Performance Units with cash settlement, a long-term incentive program for key executives and directors of the Company and its Subsidiaries. The five-year plan is split into three independent three-year cycles, each tied to specific performance goals.
Participants receive notional Units referencing one common share (VIVT3), which generally pay out in cash based on a Final Multiplier Coefficient linked to Total Shareholder Return versus a telecom peer group, Free Cash Flow against Board-approved budgets, and ESG metrics such as CO2 emissions neutralization and gender equality in leadership. Settlement normally occurs within 90 days after Board approval of financial statements for each cycle, with malus and clawback provisions allowing cancellation or recovery of Incentives for up to 36 months. In a Change of Control, current cycles may be settled early on a proportional basis.
Telefônica Brasil S.A. reported that its Board of Directors met and approved governance and compensation updates. The Board unanimously approved amendments to the 2nd Performance Unit Incentive Plan, which is settled in cash, following a recommendation from the Nomination, Compensation and Corporate Governance Committee.
The Board also approved the appointment of Denise Soares dos Santos to the Company’s Nomination, Compensation and Corporate Governance Committee, replacing Francisco Javier de Paz Mancho. Her term on the committee will match her Board mandate, running until the Annual Shareholders’ Meeting scheduled to be held in 2028.
Telefônica Brasil reports solid growth in Q1 2026, with net revenue of R$15,457.0 million, up 7.4% year over year, driven mainly by postpaid mobile, fiber and B2B digital services.
EBITDA rose 8.9% to R$6,209.3 million with a 40.2% margin, and net income increased 19.2% to R$1,261.1 million. Free cash flow reached R$2,199.9 million, while Capex grew 9.6% to R$2,047.5 million, focused on 5G and fiber expansion. The company maintained a net cash position of R$4,490.6 million excluding leases, committed R$6,990.0 million to shareholder remuneration including a R$4,000.0 million capital reduction, and authorized a share buyback program of up to R$1.0 billion, reaffirming its goal to distribute at least 100% of 2026 net income.